CALGARY, Oct. 27 /PRNewswire-FirstCall/ -- CE FRANKLIN LTD. (TSX.CFT, NASDAQ.CFK) reported net income of $0.01 per share (basic) for the third quarter ended September 30, 2009, compared to $0.31 per share earned in the third quarter ended September 30, 2008.
Financial Highlights -------------------- (millions of Cdn.$ except Three Months Ended Nine Months Ended per share data) September 30 September 30 ------------------- ------------------- 2009 2008 2009 2008 --------- --------- --------- --------- (unaudited) (unaudited) Sales $ 94.1 $ 149.3 $ 344.0 $ 386.2 Gross profit 17.4 27.8 61.3 73.8 Gross profit - % of sales 18.5% 18.6% 17.8% 19.1% EBITDA(1) 0.5 9.1 11.7 21.6 EBITDA(1) % of sales 0.5% 6.1% 3.4% 5.6% Net income $ 0.2 $ 5.7 $ 6.8 $ 13.0 Per share - basic $ 0.01 $ 0.31 $ 0.38 $ 0.71 - diluted $ 0.01 $ 0.31 $ 0.38 $ 0.70 Net working capital(2) $ 131.1 $ 123.1 Bank operating loan(2) $ 21.3 $ 20.9
"CE Franklin remained profitable despite depressed oil and gas industry activity levels. The integration of the oilfield supply competitor acquired June 1, 2009 is complete and the Company will continue to focus on its key strategic initiatives," said Michael West, President and Chief Executive Officer.
Net income for the third quarter of 2009 was $0.2 million, down from $5.7 million in the third quarter of 2008. Third quarter sales were $94.1 million, a decrease of $55.2 million (37%) compared to the third quarter of 2008 as well completions declined 65% and rig counts declined 56% compared to 2008 levels. Capital project business for the third quarter comprised 51% of total sales (2008 - 58%), and decreased $38.2 million (44%) from the prior year period due to declines in conventional oilfield and oil sands activity. Gross profit for the third quarter was down $10.4 million with gross profit margins consistent with the prior year period. Selling, general and administrative expenses decreased by $1.5 million for the quarter compared to the prior year period. Excluding the $0.8 million ($0.2 million after tax) cost associated with the implementation of a cash settlement mechanism for the Company's stock option program in the third quarter and $0.7 million of costs associated with the integration of the second quarter acquisition of an oilfield supply competitor ("the Acquired Business"), selling, general and administrative costs decreased by $3.0 million (16%) compared to the prior year period as compensation, selling and marketing costs have been managed to a lower level in response to the reduced oil and gas industry activity levels. The Acquired Business expanded the Company's store network from 44 to 50 locations adding $14 million of sales and $0.8 million of net income to the third quarter. The weighted average number of shares outstanding during the third quarter decreased by 0.6 million shares (3%) from the prior year period principally due to shares purchased for cancellation pursuant to the Company's normal course issuer bid. Net income per share (basic) was $0.01 in the third quarter of 2009, down $0.30 from that earned in the third quarter 2008.
Net income for the first nine months of 2009 was $6.8 million, down $6.2 million from the first nine months of 2008. Sales were $344.0 million, a decrease of $42.2 million (11%) compared to the first nine months of 2008. Capital project business for the first nine months of 2009 comprised 58% of total sales (2008 - 56%), and decreased $17.2 million (8%) from the prior year period due to decreased conventional oilfield sales offset partially by increased oil sands sales. Gross profit for the first nine months was down $12.5 million with margins reducing by 1.3% from the prior year period. The decrease is a result of the increase in lower margin oil sands sales and increased competitive pressure. Selling, general and administrative expenses decreased by $2.5 million for the first nine months compared to the prior year period as compensation, selling and marketing costs have been managed to a lower level in response to the reduced oil and gas industry activity levels offset by increased costs associated with the expansion of the Company's store network resulting from the Acquired Business. Costs to complete the integration of the Acquired Business were $1.5 million. The weighted average number of shares outstanding during the first nine months of the year decreased by 0.5 million shares (3%) from the prior year period principally due to shares purchased in 2009 for cancellation pursuant to the Company's normal course issuer bid. Net income per share (basic) was $0.38 in the first nine months of 2009, down $0.33 (46%) from the first nine months of 2008.
Business Outlook
Natural gas prices continued to deteriorate during the third quarter with North American production capacity and inventory levels dominating demand. The only significant gas capital expenditure activities are focused on the emerging shale gas plays in north eastern British Columbia. Conventional and heavy oil economics are reasonable at current price levels leading to moderate activity in eastern Alberta and south eastern Saskatchewan. Conventional oil and gas industry activity in western Canada, as measured by well completions and the average drilling rig count, is down approximately 60% from the prior year period. These trends are expected to continue to subdue demand for the Company's products for the balance of 2009 and into 2010. Oil sands project announcements are beginning to gain momentum with the recovery in oil prices and capital markets. Approximately 60% of the Company's sales are driven by our customers' capital project expenditures.
The oilfield supply industry continues to struggle with too much inventory complicated by declining revenues. Competitor pricing is erratic, particularly with tubular and line pipe products and is expected to continue to pressure the company's gross profit margins.
For the balance of 2009 and into 2010, sales levels and sales margins are expected to decline compared to 2008. The Company will continue to manage its cost structure to protect profitability while maintaining service capacity and advancing strategy initiatives. Over the medium to longer term, the Company is confident its strong financial and competitive position will enable profitable growth of its distribution network by expanding product lines, supplier relationships and capability to service additional oil and gas and industrial end use markets.
(1) EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations. Management believes that EBITDA, as presented, represents a useful means of assessing the performance of the Company's ongoing operating activities, as it reflects the Company's earnings trends without showing the impact of certain charges. The Company is also presenting EBITDA and EBITDA as a percentage of sales because it is used by management as supplemental measures of profitability. The use of EBITDA by the Company has certain material limitations because it excludes the recurring expenditures of interest, income tax, and amortization expenses. Interest expense is a necessary component of the Company's expenses because the Company borrows money to finance its working capital and capital expenditures. Income tax expense is a necessary component of the Company's expenses because the Company is required to pay cash income taxes. Amortization expense is a necessary component of the Company's expenses because the Company uses property and equipment to generate sales. Management compensates for these limitations to the use of EBITDA by using EBITDA as only a supplementary measure of profitability. EBITDA is not used by management as an alternative to net income, as an indicator of the Company's operating performance, as an alternative to any other measure of performance in conformity with generally accepted accounting principles or as an alternative to cash flow from operating activities as a measure of liquidity. A reconciliation of EBITDA to Net income is provided within the Company's Management Discussion and Analysis. Not all companies calculate EBITDA in the same manner and EBITDA does not have a standardized meaning prescribed by GAAP. Accordingly, EBITDA, as the term is used herein, is unlikely to be comparable to EBITDA as reported by other entities. (2) Net working capital is defined as current assets less accounts payable and accrued liabilities, income taxes payable and other current liabilities, excluding the bank operating loan. Net working capital and Bank operating loan are as at quarter end. Additional Information ----------------------
Additional information relating to CE Franklin, including its third quarter 2009 Management Discussion and Analysis and interim consolidated financial statements and its Form 20-F/Annual Information Form, is available under the Company's profile on the SEDAR website at http://www.sedar.com/ and at http://www.cefranklin.com/.
Conference Call and Webcast Information ---------------------------------------
A conference call to review the 2009 third quarter results, which is open to the public, will be held on Wednesday, October 28, 2009 at 11:00 a.m. Eastern Time (9:00 a.m. Mountain Time).
Participants may join the call by dialing 1-416-644-3423 in Toronto or dialing 1-800-589-8577 at the scheduled time of 11:00 a.m. Eastern Time. For those unable to listen to the live conference call, a replay will be available at approximately 1:00 p.m. Eastern Time on the same day by calling 1-416-640-1917 in Toronto or dialing 1-877-289-8525 and entering the Passcode of 4169372 followed by the pound sign and may be accessed until midnight Wednesday, November 11, 2009.
The call will also be webcast live at: http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=2830960 and will be available on the Company's website at http://www.cefranklin.com/.
Michael West, President and Chief Executive Officer will lead the discussion and will be accompanied by Mark Schweitzer, Vice President and Chief Financial Officer. The discussion will be followed by a question and answer period.
About CE Franklin
For more than half a century, CE Franklin has been a leading supplier of products and services to the energy industry. CE Franklin distributes pipe, valves, flanges, fittings, production equipment, tubular products and other general oilfield supplies to oil and gas producers in Canada as well as to the oil sands, midstream, refining, heavy oil, petrochemical and non oilfield related industries such as forestry and mining. These products are distributed through its 50 branches, which are situated in towns and cities serving particular oil and gas fields of the western Canadian sedimentary basin.
Forward-looking Statements: The information in this news release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and other applicable securities legislation. All statements, other than statements of historical facts, that address activities, events, outcomes and other matters that CE Franklin plans, expects, intends, assumes, believes, budgets, predicts, forecasts, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. These forward-looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements and refer to the Form 20-F or our annual information form for further detail.
Management's Discussion and Analysis as at October 27, 2009
The following Management's Discussion and Analysis ("MD&A") is provided to assist readers in understanding CE Franklin Ltd.'s ("CE Franklin" or the "Company") financial performance and position during the periods presented and significant trends that may impact future performance of CE Franklin. This discussion should be read in conjunction with the Company's interim consolidated financial statements for the three and nine month periods ended September 30, 2009, the interim consolidated financial statements and MD&A for the three and six month period ended June 30, 2009 and the three month period ended March 31, 2009, and the MD&A and the consolidated financial statements for the year ended December 31, 2008.
All amounts are expressed in Canadian dollars and in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"), except where otherwise noted.
Overview
CE Franklin is a leading distributor of pipe, valves, flanges, fittings, production equipment, tubular products and other general industrial supplies primarily to the oil and gas industry in Canada through its 50 branches situated in towns and cities that serve oil and gas fields of the western Canadian sedimentary basin. In addition, the Company distributes similar products to the oil sands, midstream, refining, petrochemical industries and non-oilfield related industries such as forestry and mining.
The Company's branch operations service over 3,000 customers by providing the right materials where and when they are needed, for the best value. Our branches, supported by our centralized Distribution Centre in Edmonton, Alberta, stock over 25,000 stock keeping units. This infrastructure enables us to provide our customers with the products they need on a same day or overnight basis. Our centralized inventory and procurement capabilities allow us to leverage our scale to enable industry leading hub and spoke purchasing, logistics and project expediting capabilities. Our branches are also supported by services provided by the Company's corporate office in Calgary, Alberta including sales, marketing, product expertise, logistics, invoicing, credit and collection and other business services.
The Company's shares trade on the TSX ("CFT") and NASDAQ ("CFK") stock exchanges. Smith International Inc., a major oilfield service company based in the United States, owns approximately 55% of the Company's shares.
Business and Operating Strategy
The Company is pursuing the following strategies to grow its business profitably:
- Expand the reach and market share serviced by our distribution network. We are focusing our sales efforts and product offering on servicing complex, multi-site needs of large and emerging customers in the energy sector. On June 1, 2009, the Company acquired a western Canadian oilfield equipment distributor. The Acquired Business operated 23 supply stores across the western Canadian sedimentary basin of which 17 locations were proximate to existing CE Franklin supply stores and have been integrated. The remaining 6 locations extended the market reach of our distribution network. In 2009, our Fort St. John and Lloydminster branches moved to larger locations to support long term growth. In 2008, we continued to invest in our distribution network by opening a branch operation in Red Earth, Alberta and by expanding our facilities at five existing branch operations. In the spring of 2008, we successfully completed the move to our new 153,000 square foot Distribution Centre and nine acre pipe yard located in Edmonton, Alberta which positions us to service our growing distribution network. Organic growth is expected to be complemented by selected acquisitions. - Expand our production equipment service capability to capture more of the product life cycle requirements for the equipment we sell such as down hole pump repair, oilfield engine maintenance, well optimization and on site project management. This will differentiate our service offering from our competitors and deepen our relationship with customers. In the first quarter of 2009, we opened a valve actuation centre at our Distribution Centre, to service our customers' valve automation requirements. In the third quarter of 2009, flow control and process control products were added to our automation product line. - Focus on the oil sands and industrial project and MRO business by leveraging our existing supply chain infrastructure, product and project expertise. The Company is expanding its product line, supplier relationships and expertise to provide the automation, instrumentation and other specialty products that these customers require. Business Outlook
Natural gas prices continued to deteriorate during the third quarter with North American production capacity and inventory levels dominating demand. The only significant gas capital expenditure activities are focused on the emerging shale gas plays in north eastern British Columbia. Conventional and heavy oil economics are reasonable at current price levels leading to moderate activity in eastern Alberta and south eastern Saskatchewan. Conventional oil and gas industry activity in western Canada, as measured by well completions and the average drilling rig count, is down approximately 60% from the prior year period. These trends are expected to continue to subdue demand for the Company's products for the balance of 2009 and into 2010. Oil sands project announcements are beginning to gain momentum with the recovery in oil prices and capital markets. Approximately 60% of the Company's sales are driven by our customers' capital project expenditures.
The oilfield supply industry continues to struggle with too much inventory complicated by declining revenues. Competitor pricing is erratic, particularly with tubular and line pipe products and is expected to continue to pressure the company's gross profit margins.
For the balance of 2009 and into 2010, sales levels and sales margins are expected to decline compared to 2008. The Company will continue to manage its cost structure to protect profitability while maintaining service capacity and advancing strategy initiatives. Over the medium to longer term, the Company is confident its strong financial and competitive position will enable profitable growth of its distribution network by expanding product lines, supplier relationships and capability to service additional oil and gas and industrial end use markets.
Operating Results The following table summarizes CE Franklin's results of operations: (in millions of Cdn. dollars except per share data) Three Months Ended Nine Months Ended September 30 September 30 ------------------------------- ------------------------------- 2009 2008 2009 2008 --------------- --------------- --------------- --------------- Sales $ 94.1 100.0% $149.3 100.0% $344.0 100.0% $386.2 100.0% Cost of sales (76.7) (81.5)% (121.5) (81.4)% (282.7) (82.2)% (312.4) (80.9)% ------- ------- ------- ------- ------- ------- ------- ------- Gross profit 17.4 18.5% 27.8 18.6% 61.3 17.8% 73.8 19.1% Selling, general and admin- istrative expenses (17.0) (18.1)% (18.5) (12.4)% (49.7) (14.4)% (52.1) (13.5)% Foreign exchange gain (loss) 0.1 0.1% (0.1) (0.1)% 0.1 0.0% (0.1) (0.0)% ------- ------- ------- ------- ------- ------- ------- ------- EBITDA(1) 0.5 0.5% 9.1 6.1% 11.7 3.4% 21.6 5.6% Amortiz- ation (0.6) (0.6)% (0.6) (0.4)% (1.7) (0.5)% (1.8) (0.5)% Interest (0.3) (0.3)% (0.2) (0.1)% (0.7) (0.2)% (0.8) (0.2)% ------- ------- ------- ------- ------- ------- ------- ------- Income (loss) before taxes (0.4) (0.4)% 8.3 5.6% 9.3 2.7% 19.0 4.9% Income tax (expense) recovery 0.6 0.6% (2.6) (1.7)% (2.5) (0.7)% (6.0) (1.6)% ------- ------- ------- ------- ------- ------- ------- ------- Net income 0.2 0.2% 5.7 3.8% 6.8 2.0% 13.0 3.3% ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- Net income per share Basic $ 0.01 $ 0.31 $ 0.38 $ 0.71 Diluted $ 0.01 $ 0.31 $ 0.38 $ 0.70 Weighted average number of shares outstanding (000's) Basic 17,647 18,254 17,795 18,290 Diluted 17,908 18,495 18,036 18,674 (1) EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations. Management believes that EBITDA, as presented, represents a useful means of assessing the performance of the Company's ongoing operating activities, as it reflects the Company's earnings trends without showing the impact of certain charges. The Company is also presenting EBITDA and EBITDA as a percentage of sales because it is used by management as supplemental measures of profitability. The use of EBITDA by the Company has certain material limitations because it excludes the recurring expenditures of interest, income tax, and amortization expenses. Interest expense is a necessary component of the Company's expenses because the Company borrows money to finance its working capital and capital expenditures. Income tax expense is a necessary component of the Company's expenses because the Company is required to pay cash income taxes. Amortization expense is a necessary component of the Company's expenses because the Company uses property and equipment to generate sales. Management compensates for these limitations to the use of EBITDA by using EBITDA as only a supplementary measure of profitability. EBITDA is not used by management as an alternative to net income, as an indicator of the Company's operating performance, as an alternative to any other measure of performance in conformity with generally accepted accounting principles or as an alternative to cash flow from operating activities as a measure of liquidity. A reconciliation of EBITDA to Net income is provided within the table above. Not all companies calculate EBITDA in the same manner and EBITDA does not have a standardized meaning prescribed by GAAP. Accordingly, EBITDA, as the term is used herein, is unlikely to be comparable to EBITDA as reported by other entities. Third Quarter Results
Net income for the third quarter of 2009 was $0.2 million, down from $5.7 million in the third quarter of 2008. Third quarter sales were $94.1 million, a decrease of $55.2 million (37%) compared to the third quarter of 2008 as well completions declined 65% and rig counts declined 56% compared to 2008 levels. Capital project business for the third quarter comprised 51% of total sales (2008 - 58%), and decreased $38.2 million (44%) from the prior year period due to declines in conventional oilfield and oil sands activity. Gross profit for the third quarter was down $10.4 million with gross profit margins consistent with the prior year period. Selling, general and administrative expenses decreased by $1.5 million for the quarter compared to the prior year period. Excluding the $0.8 million ($0.2 million after tax) cost associated with the implementation of a cash settlement mechanism for the Company's stock option program in the third quarter and $0.7 million of costs associated with the integration of the second quarter acquisition of an oilfield supply competitor ("the Acquired Business"), selling, general and administrative costs decreased by $3.0 million (16%) compared to the prior year period as compensation, selling and marketing costs have been managed to a lower level in response to the reduced oil and gas industry activity levels. The Acquired Business expanded the Company's store network from 44 to 50 locations adding $14 million of sales and $0.8 million of operating expenses to the third quarter. The weighted average number of shares outstanding during the third quarter decreased by 0.5 million shares (3%) from the prior year period principally due to shares purchased for cancellation pursuant to the Company's normal course issuer bid. Net income per share (basic) was $0.01 in the third quarter of 2009, down $0.30 from that earned in the third quarter 2008.
Year to Date Results
Net income for the first nine months of 2009 was $6.8 million, down $6.2 million from the first nine months of 2008. Sales were $344.0 million, a decrease of $42.2 million (11%) compared to the first nine months of 2008. Capital project business for the first nine months of 2009 comprised 58% of total sales (2008 - 56%), and decreased $17.2 million (8%) from the prior year period due to decreased conventional oilfield sales offset partially by increased oil sands sales. Gross profit for the first nine months was down $12.5 million with margins reducing by 1.3% from the prior year period. The decrease is a result of the increase in lower margin oil sands sales and increased competitive pressure. Selling, general and administrative expenses decreased by $2.5 million for the first nine months compared to the prior year period as compensation, selling and marketing costs have been managed to a lower level in response to the reduced oil and gas industry activity levels offset by increased costs associated with the expansion of the Company's store network resulting from the Acquired Business. Costs to complete the integration of the Acquired Business were $1.5 million. The weighted average number of shares outstanding during the first nine months of the year decreased by 0.5 million shares (3%) from the prior year period principally due to shares purchased in 2009 for cancellation pursuant to the Company's normal course issuer bid. Net income per share (basic) was $0.38 in the first nine months of 2009, down $0.33 (46%) from the first nine months of 2008.
A more detailed discussion of the Company's third quarter results from operations is provided below:
Sales
Sales for the quarter ended September 30, 2009 were $94.1 million, a decrease of $55.2 million (37%) compared to the quarter ended September 30, 2008, as detailed above in the "Third Quarter Results" discussion.
(in millions of Cdn. $) Three months ended Sept 30 Nine months ended Sept 30 --------------------------- --------------------------- 2009 2008 2009 2008 ------------- ------------- ------------- ------------- End use sales demand: $ % $ % $ % $ % Capital projects 48.4 51 86.6 58 199.5 58 216.8 56 Maintenance, repair and operating supplies (MRO) 45.7 49 62.7 42 144.5 42 169.4 44 ------------- ------------- ------------- ------------- Total sales 94.1 100 149.3 100 344.0 100 386.2 100 Note: Capital project end use sales are defined by the Company as consisting of tubulars and 80% of pipe, flanges and fittings; and valves and accessories product sales respectively; MRO Sales are defined by the Company as consisting of pumps and production equipment, production services; general product and 20% of pipes, flanges and fittings; and valves and accessory product sales respectively.
The Company uses oil and gas well completions and average rig counts as industry activity measures to assess demand for oilfield equipment used in capital projects. Oil and gas well completions require the products sold by the Company to complete a well and bring production on stream and are a good general indicator of energy industry activity levels. Average drilling rig counts are also used by management to assess industry activity levels as the number of rigs in use ultimately drives well completion requirements. The relative level of oil and gas commodity prices are a key driver of industry capital project activity as product prices directly impact the economic returns realized by oil and gas companies. Well completion, rig count and commodity price information for the three and nine months ended September 30, 2009 and 2008 are provided in the table below.
Q3 Average YTD Average ----------------- % ----------------- % 2009 2008 change 2009 2008 change -------- -------- ----------------- -------- -------- Gas - Cdn. $/gj (AECO spot) $2.97 $7.78 (62%) $3.79 $8.65 (56%) Oil - Cdn. $/bbl (Synthetic Crude) $73.99 $122.84 (40%) $65.93 $115.65 (43%) Average rig count 178 407 (56%) 197 360 (45%) Well completions: Oil 822 1,826 (55%) 2,198 4,068 (46%) Gas 646 2,370 (73%) 4,491 7,330 (39%) -------- -------- ----------------- -------- -------- Total well completions 1,468 4,196 (65%) 6,689 11,398 (41%) Average statistics are shown except for well completions. Sources: Oil and Gas prices - First Energy Capital Corp.; Rig count data - CAODC; Well completion data - Daily Oil Bulletin
Sales of capital project related products were $48.4 million in the third quarter of 2009, down $38.2 million (44%) from the third quarter of 2008 due to decreased conventional oilfield and oil sands activity. Total well completions decreased by 65% in the third quarter of 2009 and the average working rig count decreased by 56% compared to the prior year period. Gas wells comprised 44% of the total wells completed in western Canada in the third quarter of 2009 compared to 56% in the third quarter of 2008. Spot gas prices ended the third quarter at $3.69 per GJ (AECO) an increase of 24% from the third quarter average price. Oil prices ended the third quarter at $74.91 per bbl (Synthetic Crude) an increase of 1% from the third quarter average price. Continued depressed oil and gas prices are expected to lead to reduced industry cash flow, access to capital and capital expenditure economics, which in turn is expected to decrease demand for the Company's products through the remainder of 2009 and into 2010.
MRO product sales are related to overall oil and gas industry production levels and tend to be more stable than capital project sales. MRO product sales for the quarter ended September 30, 2009 decreased by $17.0 million (27%) to $45.7 million compared to the quarter ended September 30, 2008 and comprised 49% of the Company's total sales (2008 - 42%).
The Company's strategy is to grow profitability by focusing on its core western Canadian oilfield equipment service business, complemented by an increase in the product life cycle services provided to its customers and the focus on the emerging oil sands capital project and MRO sales opportunities. Sales results of these initiatives to date are provided below:
Q3 2009 Q3 2008 YTD 2009 YTD 2008 ------------- ------------- ------------- ------------- Sales ($millions) $ % $ % $ % $ % Oilfield 87.9 93 126.4 92 282.3 82 349.4 94 Oil sands 3.4 4 18.8 4 54.4 16 24.9 3 Production services 2.8 3 4.1 4 7.3 2 11.9 3 ------------- ------------- ------------- ------------- Total sales 94.1 100 149.3 100 344.0 100 386.2 100
Sales of oilfield products to conventional western Canada oil and gas end use applications were $87.9 million for the third quarter of 2009, down 30% from the third quarter of 2008. This decrease was driven by the 65% decrease in well completions compared to the prior year period. The impact on sales of decreased industry activity was partially offset by $14 million of sales contributed during the quarter by the Acquired Business.
Sales to oil sands end use applications decreased to $3.4 million in the third quarter compared to $18.8 million in the third quarter of 2008. The decrease in sales was mainly due to the reduction in project activity during the third quarter. The Company continues to position its sales focus, Distribution Centre and Fort McMurray branch to penetrate this emerging market for capital project and MRO products.
Production service sales were $2.8 million in the third quarter of 2009 compared to $4.1 million in the third quarter of 2008 as customers deferred maintenance activities in the face of challenging commodity prices.
Gross Profit Q3 2009 Q3 2008 YTD 2009 YTD 2008 --------- --------- --------- --------- Gross profit (millions) $17.4 $27.8 $61.3 $73.8 Gross profit margin as a % of sales 18.5% 18.6% 17.8% 19.1% Gross profit composition by product sales category: Tubulars 3% 18% 6% 11% Pipe, flanges and fittings 27% 23% 33% 24% Valves and accessories 20% 14% 19% 18% Pumps, production equipment and services 13% 15% 11% 16% General 37% 30% 31% 31% --------- --------- --------- --------- Total gross profit 100% 100% 100% 100%
Gross profit was $17.4 million in the third quarter of 2009, and gross profit margins were 18.5%, a decrease of $10.4 million from the prior year third quarter with margin % consistent quarter over quarter. The most significant change in gross profit composition in the third quarter of 2009 compared to the third quarter of 2008 was the reduction in tubular gross profit contribution. Tubular sales and margins in 2009 have been affected by depressed drilling activity and an excess supply of inventory compared to the third quarter of 2008 when sales and margins were high due to product cost inflation and tight product supply conditions. The increase in general products gross profit composition reflects the increase in MRO end use sales by 7% to 49% of total sales in the quarter, compared to the prior year period.
Selling, General and Administrative ("SG&A") Costs Q3 2009 Q3 2008 YTD 2009 YTD 2008 ------------- ------------- ------------- ------------- ($millions) $ % $ % $ % $ % People costs 9.3 55 10.5 57 28.0 56 29.9 57 Selling costs 2.4 14 2.7 15 6.0 13 7.0 13 Facility and office costs 3.4 20 3.3 18 10.1 20 9.4 18 Other 1.9 11 2.0 10 5.6 11 5.8 12 ------------- ------------- ------------- ------------- SG&A costs 17.0 100 18.5 100 49.7 100 52.1 100 SG&A costs as % of sales 18% 12% 14% 14%
SG&A costs decreased by $1.5 million (8%) in the third quarter of 2009 compared to the prior year period. Excluding one-time costs of $0.8 million ($0.2 million after tax) associated with the implementation of a cash settlement mechanism to the Company's stock option plan during the quarter and $0.7 million of acquisition integration costs, SG&A costs were down $3.0 million (16%) compared to the prior year period.
The stock option plan cash settlement mechanic was implemented to provide the Company increased flexibility to manage share dilution while resourcing the plan on a tax efficient basis. The cash settlement option requires the Company to record a current obligation equal to the positive difference between the Company's stock price and the stock option exercise price. Stock option obligations were previously recorded as a credit to shareholders' equity - contributed surplus using the Black-Scholes valuation model.
The integration of the Acquired Business was completed at a total integration cost of $1.5 million of which $0.7 million was incurred in the third quarter. The acquisition has increased the Company's store network by 6 locations and employee base by 42. Operating costs associated with the acquired store locations (excluding integration costs) were $0.7 million in the third quarter.
People costs decreased by $1.2 million during the third quarter compared to the prior year period due to a 5% reduction in employees during the quarter (15% year to date) and lower incentive compensation costs, partially offset by the cost of employees added from the Acquired Business. Selling costs were down $0.3 million from the prior year period due to lower commission based sales and discretionary expenses. Facility and office costs increased marginally over the prior year period as higher lease costs associated with the expansion of the Company's store network, were partially offset by lower utility costs.
The Company leases 40 of its 50 branch locations as well as its corporate office in Calgary and Edmonton Distribution Centre. Six branch locations are owned and four are operated by agents. The Company continues to take steps to reduce its variable and fixed costs to adjust to lower industry activity levels while maintaining service capacity and advancing strategic initiatives.
Amortization Expense
Amortization expense of $0.6 million in the third quarter of 2009 was comparable to the third quarter of 2008.
Interest Expense
Interest expense of $0.3 million in the third quarter of 2009 was comparable to the third quarter of 2008.
Foreign Exchange (Gain) Loss
Foreign exchange (gains) and losses were nominal at a $0.1 million gain in the third quarter of 2009 and a $0.1 million loss in the third quarter of 2008. Management of the Company's foreign exchange exposures has contributed to this result despite significant exchange rate volatility experienced in both 2008 and the first nine months of 2009.
Income Tax Expense
The Company's effective tax rate, for the third quarter of 2009 was 146.1%, compared to 31.2% in the third quarter of 2008. The change in effective tax rates reflects the impact of implementing the stock option cash settlement mechanism during the third quarter. Stock option expense was previously non-deductible for income tax purposes. Additionally, non-deductible items had a greater impact on the effective tax rate in the third quarter of 2009 due to the decrease in pre-tax income compared to the prior year period. Substantially all of the Company's tax provision is currently payable.
Summary of Quarterly Financial Data
The selected quarterly financial data presented below is presented in Canadian dollars and in accordance with Canadian GAAP. This information is derived from the Company's unaudited quarterly financial statements.
(in millions of Cdn. dollars except per share data) Unaudited Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2007 2008 2008 2008 2008 2009 2009 2009 ------- ------- ------- ------- ------- ------- ------- ------- Sales $112.3 $140.6 $ 96.4 $149.3 $161.2 $140.7 $109.1 $ 94.1 Gross profit 20.4 27.1 19.0 27.8 33.9 26.4 17.5 17.4 Gross profit % 18.2% 19.2% 19.7% 18.6% 21.0% 18.8% 16.0% 18.5% EBITDA 5.1 10.2 2.3 9.1 14.3 9.5 1.7 0.5 EBITDA as a % of sales 4.5% 7.2% 2.4% 6.1% 8.9% 6.8% 1.6% 0.5% Net income 2.4 6.3 1.0 5.7 8.8 6.0 0.6 0.2 Net income as a % of sales 2.1% 4.5% 1.0% 3.8% 5.5% 4.3% 0.5% 0.2% Net income per share Basic $ 0.13 $ 0.34 $ 0.05 $ 0.31 $ 0.48 $ 0.33 $ 0.04 $ 0.01 Diluted $ 0.13 $ 0.34 $ 0.05 $ 0.31 $ 0.47 $ 0.33 $ 0.03 $ 0.01 Net working capital (1) 134.7 117.4 114.9 123.1 142.8 153.2 137.0 131.1 Bank operating loan(1) 44.3 21.8 18.4 20.9 34.9 40.2 25.3 21.3 Total well complet- ions 5,026 4,595 2,607 4,392 6,971 3,947 1,274 1,468 (1) Net working capital and bank operating loan amounts are as at quarter end.
The Company's sales levels are affected by weather conditions. As warm weather returns in the spring each year, the winter's frost comes out of the ground rendering many secondary roads incapable of supporting the weight of heavy equipment until they have dried out. In addition, many exploration and production areas in northern Canada are accessible only in the winter months when the ground is frozen. As a result, the first and fourth quarters typically represent the busiest time for oil and gas industry activity and the highest sales activity for the Company. Sales levels typically drop dramatically during the second quarter until such time as roads have dried and road bans have been lifted. This typically results in a significant reduction in earnings during the second quarter, as the decline in sales typically out paces the decline in SG&A costs as the majority of the Company's SG&A costs are fixed in nature. Net working capital (defined as current assets less accounts payable and accrued liabilities, income taxes payable and other current liabilities, excluding the bank operating loan) and bank operating loan borrowing levels follow similar seasonal patterns as sales.
Liquidity and Capital Resources
The Company's primary internal source of liquidity is cash flow from operating activities before net changes in non-cash working capital balances. Cash flow from operating activities and the Company's 364-day bank operating facility are used to finance the Company's net working capital, capital expenditures required to maintain its operations, and growth capital expenditures.
As at September 30, 2009, borrowings under the Company's bank operating loan were $21.3 million, a decrease of $13.6 million from December 31, 2008. Borrowing levels have decreased due to the Company generating $10.3 million in cash flow from operating activities, before net changes in non-cash working capital balances and a $19.8 million reduction in net working capital excluding the impact of the cash settled options and inventory additions related to the acquisition of the Acquired Business. This was offset by $2.3 million in capital and other expenditures, $11.3 million related to the acquisition of the oilfield equipment distributor and $2.9 million for the purchase of shares to resource stock compensation obligations and the repurchase of shares under the Company's Normal Course Issuer Bid ("NCIB"). The acquisition post closing adjustments were complete and the final payment was made in the third quarter.
Net working capital was $131.1 million at September 30, 2009, a decrease of $11.7 million from December 31, 2008. Accounts receivable decreased by $36.1 million (36%) to $64.4 million at September 30, 2009 from December 31, 2008 due to the decrease in sales in the third quarter partially offset by an increase in days sales outstanding ("DSO"). DSO in the third quarter of 2009 was 57 days compared to 51 days in the fourth quarter of 2008 and 57 days in the third quarter of 2008. DSO is calculated using average sales per day for the quarter compared to the period end accounts receivable balance. Inventory decreased by $15.0 million at September 30, 2009 from December 31, 2008. Including the $10.5 million of inventory from the Acquired Business inventory was down $25.5 million (21%) from year end levels. Inventory turns for the third quarter of 2009 decreased to 2.9 times compared to 4.2 times in the fourth quarter of 2008 and 5.6 times in the third quarter of 2008. Inventory turns are calculated using cost of goods sold for the quarter on an annualized basis compared to the period end inventory balance. The Company plans to adjust its investment in inventory as the Acquired Business is integrated and to align with anticipated lower industry activity levels and compressed supplier lead times in order to improve inventory turnover efficiency. Accounts payable and accrued liabilities decreased by $41.2 million (50%) to $42.1 million at September 30, 2009 from December 31, 2008, responsive to the decreased activity levels.
Capital expenditures in the third quarter of 2009 were $0.7 million, compared to $0.3 million in the prior year period. The majority of the expenditures in 2009 have been directed towards branch facility expansions.
The Company has a 364 day bank operating loan facility in the amount of $60.0 million arranged with a syndicate of three banks that matures in July 2010. The loan facility bears interest based on floating interest rates and is secured by a general security agreement covering all assets of the Company. The maximum amount available under the facility is subject to a borrowing base formula applied to accounts receivable and inventories, and a covenant restricting the Company's average debt to 3.0 times trailing twelve month EBITDA. As at September 30, 2009, the Company's average debt to EBITDA ratio was 1.1 times (September 30, 2008 - 1.0 times) which provides a maximum borrowing ability of $60 million under the facility. As at September 30, 2009, the ratio of the Company's debt to total capitalization (debt plus equity) was 13% (September 30, 2008 - 14%).
Long term debt was reduced by $0.2 million during the quarter to $0.3 million in consideration for the settlement of a JEN Supply post closing acquisition adjustment.
Contractual Obligations
There have been no material changes in off-balance sheet contractual commitments since December 31, 2008.
Capital Stock
As at September 30, 2009 and 2008, the following shares and securities convertible into shares were outstanding:
(millions) September 30, September 30, 2009 2008 Shares Shares -------------- -------------- Shares outstanding 17.6 18.2 Stock options 1.2 1.3 Share units 0.5 0.2 -------------- -------------- Shares outstanding and issuable 19.3 19.7
The weighted average number of shares outstanding during the third quarter 2009 was 17.6 million, a decrease of 0.6 million shares from the prior year's third quarter due principally to the purchases of common shares under its NCIB and to resource share unit obligations. The diluted weighted average number of shares outstanding was 17.9 million, a decrease of 0.6 million shares from the prior year's third quarter.
The Company has established an independent trust to purchase common shares of the Company on the open market to resource share unit obligations. There were no common shares acquired in the third quarter of 2009. For the nine months ended September 30, 2009 there were 75,000 common shares acquired by the trust at an average cost per share $5.23. (Three and nine months ended September 30, 2008 - 100,095 and 200,095 at an average cost per share of $9.22 and $8.23 respectively). As at September 30, 2009, the trust held 354,683 shares (September 30, 2008 - 243,892 shares).
A stock option cash settlement mechanic was introduced during the third quarter which allows the Company to manage share dilution while resourcing its long term incentive compensation plan on a tax efficient basis. The Company's intention is to settle stock option exercises with cash going forward.
On January 6, 2009, the Company announced a NCIB to purchase for cancellation, up to 900,000 common shares representing approximately 5% of its outstanding common shares. As at September 30, 2009, the Company had purchased 530,587 shares at a cost of $2.7 million ($5.14 per share).
Critical Accounting Estimates
The preparation of the Company's financial statements requires management to adopt accounting policies that involve the use of significant estimates and assumptions. These estimates and assumptions are developed based on the best available information and are believed by management to be reasonable under the existing circumstances. New events or additional information may result in the revision of these estimates over time. A summary of the significant accounting policies can be found in Note 1 to the December 31, 2008 consolidated financial statements.
Change in Accounting Policies
Effective January 1, 2009, the Company adopted section 3064 - Goodwill and Intangible Assets. The standard addresses the accounting treatment of internally developed intangibles and the recognition of such assets. The adoption of this Standard has had no impact on the Company.
Transition to International Financial Reporting Standards (IFRS)
In February 2008, the Canadian Accounting Standards Board ("AcSB") confirmed that the basis for financial reporting by Canadian publicly accountable enterprises will change from Canadian GAAP to IFRS effective for January 1, 2011, including the preparation and reporting of one year of comparative figures. This change is part of a global shift to provide consistency in financial reporting in the global marketplace.
Project Structure and Governance
A Steering Committee has been established to provide leadership and guidance to the project team, assist in developing accounting policy recommendations and ensure there is adequate resources and training available. Management provides status updates to the Audit Committee on a quarterly basis.
Resources and Training
CE Franklin's project team has been assembled and has developed a detailed workplan that includes training, detailed GAAP to IFRS analysis, technical research, policy recommendations and implementation. The project team completed initial training and ongoing training will continue through the project as required. The Company's Leadership Team and the Audit Committee have also participated in IFRS awareness sessions.
IFRS Progress
The project team is currently assessing the differences between Canadian GAAP and IFRS. A risk based approach has been used to identify significant differences based on possible financial impact and complexity. The significant differences have been identified and the impact to financial reporting, information systems and internal controls over financial reporting is being assessed. There are a number of IFRS standards in the process of being amended by the IASB and are expected to continue until the transition date of January 1, 2011. The Company is actively monitoring proposed changes.
At this stage in the project, CE Franklin cannot reasonably determine the full impact that adopting IFRS would have on its financial position and future results.
Controls and Procedures
Internal control over financial reporting ("ICFR") is designed to provide reasonable assurance regarding the reliability of the Company's financial reporting and its compliance with Canadian GAAP in its financial statements. The President and Chief Executive Officer and the Vice President and Chief Financial Officer of the Company have evaluated whether there were changes to its ICFR during the nine months ended September 30, 2009 that have materially affected or are reasonably likely to materially affect the ICFR. No such changes were identified through their evaluation.
Risk Factors
The Company is exposed to certain business and market risks including risks arising from transactions that are entered into the normal course of business, which are primarily related to interest rate changes and fluctuations in foreign exchange rates. During the reporting period, no events or transactions for year ended December 31, 2008 have occurred that would materially change the information disclosed in the Company's Form 20F.
Forward Looking Statements
The information in this MD&A may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, that address activities, events, outcomes and other matters that CE Franklin plans, expects, intends, assumes, believes, budgets, predicts, forecasts, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. These forward-looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this MD&A, including those in under the caption "Risk factors".
Forward-looking statements appear in a number of places and include statements with respect to, among other things:
- forecasted oil and gas industry activity levels in 2009 and 2010; - planned capital expenditures and working capital and availability of capital resources to fund capital expenditures and working capital; - the Company's future financial condition or results of operations and future revenues and expenses; - the Company's business strategy and other plans and objectives for future operations; - fluctuations in worldwide prices and demand for oil and gas; - fluctuations in the demand for the Company's products and services.
Should one or more of the risks or uncertainties described above or elsewhere in this MD&A occur, or should underlying assumptions prove incorrect, the Company's actual results and plans could differ materially from those expressed in any forward-looking statements.
All forward-looking statements expressed or implied, included in this MD&A and attributable to CE Franklin are qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that CE Franklin or persons acting on its behalf might issue. CE Franklin does not undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date of filing this MD&A, except as required by law.
Additional Information ----------------------
Additional information relating to CE Franklin, including its third quarter 2009 Management Discussion and Analysis and interim consolidated financial statements and its Form 20-F/Annual Information Form, is available under the Company's profile on the SEDAR website at http://www.sedar.com/ and at http://www.cefranklin.com/
CE Franklin Ltd. Interim Consolidated Balance Sheets - Unaudited ------------------------------------------------------------------------- September 30 December 31 (in thousands of Canadian dollars) 2009 2008 ------------------------------------------------------------------------- Assets Current assets Accounts receivable 64,443 100,513 Inventories 104,411 119,459 Other 4,353 9,529 ------------------------------------------------------------------------- 173,207 229,501 Property and equipment 11,000 9,528 Goodwill 20,570 20,570 Future income taxes (note 5) 1,684 1,186 Other 377 649 ------------------------------------------------------------------------- 206,838 261,434 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Liabilities Current liabilities Bank operating loan 21,336 34,948 Accounts payable and accrued liabilities 42,088 83,258 Income taxes payable (note 5) - 3,405 ------------------------------------------------------------------------- 63,424 121,611 Long term debt 290 500 ------------------------------------------------------------------------- 63,714 122,111 ------------------------------------------------------------------------- Shareholders' Equity Capital stock 22,826 22,498 Contributed surplus 17,523 18,835 Retained earnings 102,775 97,990 ------------------------------------------------------------------------- 143,124 139,323 ------------------------------------------------------------------------- 206,838 261,434 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to these interim consolidated financial statements. CE Franklin Ltd. Interim Consolidated Statements of Operations - Unaudited ------------------------------------------------------------------------- Three months ended Nine months Ended (in thousands of Canadian ------------------- -------------------- dollars except shares and September September September September per share amounts) 30, 2009 30, 2008 30, 2009 30, 2008 ------------------------------------------------------------------------- Sales 94,149 149,256 344,014 386,233 Cost of sales 76,702 121,460 282,704 312,423 ------------------------------------------------------------------------- Gross profit 17,447 27,796 61,310 73,810 ------------------------------------------------------------------------- Other expenses Selling, general and administrative expenses 17,017 18,534 49,658 52,144 Amortization 635 586 1,776 1,797 Interest expense 322 205 670 805 Foreign exchange (gain)/loss (71) 119 (100) 109 ------------------------------------------------------------------------- 17,903 19,444 52,004 54,855 ------------------------------------------------------------------------- Income/(loss) before income taxes (456) 8,352 9,306 18,955 Income tax expense (recovery) (note 5) Current (215) 2,548 2,850 6,131 Future (451) 58 (382) (155) ------------------------------------------------------------------------- (666) 2,606 2,468 5,976 ------------------------------------------------------------------------- Net income and comprehensive income 210 5,746 6,838 12,979 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Net income per share (note 4(e)) Basic 0.01 0.31 0.38 0.71 Diluted 0.01 0.31 0.38 0.70 ------------------------------------------------------------------------- Weighted average number of shares outstanding (000's) Basic 17,647 18,254 17,795 18,290 Diluted (note 4(e)) 17,908 18,495 18,036 18,674 ------------------------------------------------------------------------- See accompanying notes to these interim consolidated financial statements. CE Franklin Ltd. Interim Consolidated Statements of Cash Flow - Unaudited ------------------------------------------------------------------------- Three months ended Nine months Ended -------------------- ------------------- (in thousands of Canadian September 30 September 30 dollars 2009 2008 2009 2008 ------------------------------------------------------------------------- Cash flows from operating activities Net income for the period 210 5,746 6,838 12,979 Items not affecting cash - Amortization 635 586 1,776 1,797 Gain on disposal of assets - - (45) - Future income tax recovery (451) 58 (382) (155) Stock based compensation expense 1,101 303 2,082 1,149 ------------------------------------------------------------------------- 1,495 6,693 10,269 15,770 Net change in non-cash working capital balances related to operations - Accounts receivable (7,325) (17,008) 36,070 (12,020) Inventories 13,766 (3,451) 25,280 14 Other current assets (1,441) (2,176) 6,277 (3,931) Accounts payable and accrued liabilities 2,083 15,597 (43,323) 28,666 Income taxes payable (305) (925) (4,495) (793) ------------------------------------------------------------------------- 8,273 (1,270) 30,078 27,706 ------------------------------------------------------------------------- Cash flows (used in)/from financing activities Decrease in bank operating loan (3,941) 2,452 (13,621) (24,158) Issuance of capital stock - - 248 49 Purchase of capital stock through normal course issuer bid (465) - (2,727) - Purchase of capital stock in trust for Share Unit Plans - (919) (394) (1,642) ------------------------------------------------------------------------- (4,406) 1,533 (16,494) (25,751) ------------------------------------------------------------------------- Cash flows (used in)/from investing activities Purchase of property and equipment (706) (263) (2,298) (2,396) Business acquisition (note 2) (3,161) - (11,286) 441 ------------------------------------------------------------------------- (3,867) (263) (13,584) (1,955) ------------------------------------------------------------------------- Change in cash and cash equivalents during the period - - - - Cash and cash equivalents - Beginning and end of period - - - - ------------------------------------------------------------------------- Cash paid during the period for: Interest on bank operating loan 322 163 670 601 Income taxes 450 2,407 7,230 2,570 ------------------------------------------------------------------------- See accompanying notes to these interim consolidated financial statements. CE Franklin Ltd. Interim Consolidated Statements of Changes in Shareholders' Equity - Unaudited ------------------------------------------------------------------------- Capital Stock ------------------ (in thousands of Number Share- Canadian dollars and of Contributed Retained holders' number of shares) Shares $ Surplus Earnings Equity ------------------------------------------------------------------------- Balance - December 31, 2007 18,370 24,306 17,671 76,243 118,220 Stock based compensation expense - - 1,149 - 1,149 Stock options excercised 10 70 (20) - 50 Share Units exercised 11 181 (181) - - Purchase of shares in trust for Share Unit Plans (200) (1,643) - - (1,643) Net income - - - 12,979 12,979 ------------------------------------------------------------------------- Balance - September 30, 2008 18,191 22,914 18,619 89,222 130,755 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Balance - December 31, 2008 18,094 22,498 18,835 97,990 139,323 Stock based compensation expense - - 1,270 - 1,270 Modification of Stock Option plan (Note 4(a)) - - (1,329) - (1,329) Normal Course Issuer Bid (532) (693) - (2,053) (2,746) Stock options exercised 57 248 (86) - 162 Share Units exercised 64 1,167 (1,167) - - Purchase of shares in trust for Share Unit Plans (75) (394) - - (394) Net income - - - 6,838 6,838 ------------------------------------------------------------------------- Balance - September 30, 2009 17,608 22,826 17,523 102,775 143,124 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to these interim consolidated financial statements. CE Franklin Ltd. Notes to Interim Consolidated Financial Statements - Unaudited ------------------------------------------------------------------------- (tabular amounts in thousands of Canadian dollars except share and per share amounts) Note 1 - Accounting Policies These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Canada applied on a consistent basis with CE Franklin Ltd.'s (the "Company") annual consolidated financial statements for the year ended December 31, 2008, except for the adoption of section 3064, as detailed below. These interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto for the year ended December 31, 2008, but do not include all disclosures required by Generally Accepted Accounting Principles (GAAP) for annual financial statements. Effective January 1, 2009, the Company adopted CICA section 3064 - Goodwill and Intangible Assets. The standard addresses the accounting treatment of internally developed intangibles and the recognition of such assets. The adoption of this standard has had no impact on the Company. These unaudited interim consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented; all such adjustments are of a normal recurring nature. The Company's sales typically peak in the first quarter when drilling activity is at its highest levels. They then decline through the second quarter, rising again in the third and fourth quarters when preparation for the new drilling season commences. Similarly, net working capital levels are typically at seasonally high levels at the end of the first quarter, declining in the second and third quarters, and then rising again in the fourth quarter. Note 2 - Business Combinations On June 1st 2009, the Company acquired a western Canadian oilfield equipment distributor, for total consideration of $11.3 million, after post closing adjustments of $0.7 million related principally to inventory. Using the purchase method of accounting for acquisitions, the Company consolidated the assets from the acquisition date and allocated the consideration paid as follows: As at September 30, 2009 $'000 ------------------------------------------------------------------------- Cash consideration paid 11,286 -------- -------- Net assets acquired: Inventory 10,462 Property, plant and equipment 824 -------- 11,286 -------- -------- Note 3 - Inventory Inventories consisting primarily of goods purchased for resale are valued at the lower of average cost or net realizable value. Inventory obsolescence expense was recognized in the three and nine month period ending September 30, 2009 of $105,000 and $1,050,000 respectively (2008 - $25,000 recovery and $301,000 expense). As at September 30, 2009 and December 31, 2008 the Company had recorded inventory valuation reserves of $6.5 million and $2.8 million respectively. The year over year increase in the reserve resulting from normal business was augmented by a $2.9 million increase in the reserve as a result of the acquisition detailed in note 2. Note 4 - Share Data At September 30, 2009, the Company had 17.6 million common shares, 1.2 million stock options and 0.5 million share units outstanding. a) Stock options Option activity for each of the nine month periods ended September 30 was as follows: 000's 2009 2008 ------------------------------------------------------------------------- Outstanding at January 1 1,294 1,262 Granted - 75 Exercised (57) (10) Forfeited (37) (1) ------------------------------------------------------------------------- Outstanding at September 30 1,200 1,326 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Exercisable at September 30 770 667 There were no options granted during the three and nine month periods ended September 30, 2009. A total of 75,588 stock options were granted at a weighted average strike price of $6.26 in the nine month period ended September 30, 2008 for a fair value of $274,000. The fair value of the options granted was estimated as at the grant date using the Black- Scholes option pricing model, using the following assumptions: 2008 ------ Dividend yield Nil Risk-free interest rate 3.88% Expected life 5 years Expected volatility 50% During the quarter ended September 30, 2009, the Company modified its stock option plan to include a cash settlement mechanism. As a result, the Company's stock option obligations are now classified as current obligations (subject to vesting) based on the positive difference between the Company's closing stock price at period end and the underlying option exercise price. At September 30, 2009, the Company's accrued stock option liability was $2,143,000 representing an $814,000 increase in compensation expense during the quarter over the equity obligation of $1,329,000 previously recorded to shareholders equity (contributed surplus) using the Black-Scholes valuation model. Total stock option compensation expense recorded in the three and nine month periods ended September 30, 2009 was $996,000 (2008 - $170,000) and $1,351,000 (2008 - $520,000), respectively and is included in selling, general and administrative expenses on the Consolidated Statement of Operations. b) Share Unit Plans The Company has Restricted Share Unit ("RSU"), Performance Share Unit ("PSU") and Deferred Share Unit ("DSU") plans (collectively the "Share Unit Plans"), where by RSU's, PSU's and DSU's are granted entitling the participant, at the Company's option, to receive either a common share or cash equivalent value in exchange for a vested unit. For the PSU plan the number of units granted is dependent on the Company meeting certain return on net asset ("RONA") performance thresholds during the year of grant. The multiplier within the plan ranges from 0% - 200% dependant on performance. The vesting period for RSU's and PSU's is three years from the grant date. DSU's vest on the date of grant. Compensation expense related to the units granted is recognized over the vesting period based on the fair value of the units at the date of the grant and is recorded to compensation expense and contributed surplus. For PSU grants, the compensation expense is based on the estimated RONA performance for the year ended December 31, 2009. The contributed surplus balance is reduced as the vested units are exchanged for either common shares or cash. Share Unit Plan activity for the nine month periods ended September 30 was as follows: 000's 2009 Total 2008 Total ------------------------------------------------------------------------- RSU PSU DSU RSU PSU DSU Outstanding at January 1 161 - 70 231 178 - 37 215 Granted 172 161 28 361 1 - 33 34 Exercised (64) - - (64) (11) - - (11) Forfeited (4) (5) - (9) - - - - ------------------------------------------------------------------------- Outstanding at September 30 265 156 98 519 168 - 70 238 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Exercisable at September 30 75 - 98 173 80 - 70 150 Share Unit Plan compensation expense recorded in the three and nine month periods ended September 30, 2009 were $105,000 (2008- $133,000) and $733,000 (2008- $629,000) respectively. c) The Company purchases its common shares on the open market to satisfy Share Unit Plan obligations through an independent trust. The trust is considered to be a variable interest entity and is consolidated in the Company's financial statements with the number and cost of shares held in trust, reported as a reduction of capital stock. During the three and nine month periods ended September 30, 2009, nil and 75,000 common shares were acquired, respectively, by the trust (2008 - 100,095 and 200,095) at a cost of nil for the three month period (2008- $922,000) and $394,000 for the nine month period (2008 - $1,643,000). d) Normal Course Issuer Bid ("NCIB") On January 6, 2009, the Company announced a NCIB to purchase for cancellation, up to 900,000 common shares representing approximately 5% of its outstanding common shares. During the third quarter, the Company purchased 75,739 shares at a cost of $465,000 and since the inception of the NCIB, the Company had purchased 530,587 shares at a cost of $2,727,000. e) Reconciliation of weighted average number of diluted common shares outstanding (in 000's) The following table summarizes the common shares in calculating net earnings per share. Three Months Ended Nine Months Ended -------------------- ------------------- September 30 September 30 2009 2008 2009 2008 ------------------------------------------------------------------------- Weighted average common shares outstanding - basic 17,647 18,254 17,795 18,290 Effect of Stock options and Share Unit Plans 261 241 241 384 ------------------------------------------------------------------------- Weighted average common shares outstanding - diluted 17,908 18,495 18,036 18,674 ------------------------------------------------------------------------- Note 5 - Income taxes a) The difference between the income tax provision recorded and the provision obtained by applying the combined federal and provincial statutory rates is as follows: Three Months Ended Nine Months Ended September 30 September 30 2009 % 2008 % 2009 % 2008 % ------------------------------------------------------------------------- Income before income taxes (456) 8,352 9,306 18,955 ------------------------------------------------------------------------- Income taxes calculated at expected rates (134) (29.4) 2,498 29.9 2,735 29.4 5,670 29.9 Non-deductible items 31 6.8 76 0.9 91 1.0 180 0.9 Capital taxes 16 3.5 13 0.2 45 0.5 35 0.2 Share based compensation (324) (71.1) 46 0.6 (324) (3.5) 139 0.7 Adjustments on filing returns & other (255) (55.9) (27) (0.3) (79) (0.8) (48) (0.3) ------------------------------------------------------------------------- (666) (146.1) 2,606 31.2 2,468 26.5 5,976 31.5 ------------------------------------------------------------------------- As at September 30, 2009 included in other current assets are income taxes receivable of $975,000 (December 31 2008 - $3,405,000 payable). b) Future income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of future income tax assets and liabilities are as follows: As at September 30 December 31 2009 2008 ------------------------------------------------------------------------- Assets Property and equipment 836 855 Share based compensation 1,123 289 Other 99 395 ------------------------------------------------------------------------- 2,058 1,539 Liabilities Goodwill and other 374 353 ------------------------------------------------------------------------- Net future income tax asset 1,684 1,186 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The Company believes it is more likely than not that all future income tax assets will be realized. Note 6 - Capital Management The Company's primary source of capital is its shareholders equity and cash flow from operating activities before net changes in non-cash working capital balances. The Company augments these capital sources with a $60 million, 364 day bank operating loan facility which is used to finance its net working capital and general corporate requirements. The bank operating facility is arranged through a syndicate of three banks and matures in July 2010. The maximum amount available to borrow under this facility is subject to a borrowing base formula applied to accounts receivable and inventories, and a covenant restricting the Company's average guaranteed debt to 3.0 times trailing 12 month earnings before interest, amortization and taxes. As at September 30, 2009, this ratio was 1.1 times (December 31, 2008 - 0.7 times) and the maximum amount available to be borrowed under the facility was $60 million. In management's opinion, the Company's available borrowing capacity under its bank operating facility and ongoing cash flow from operations, are sufficient to resource its anticipated contractual commitments. The facility contains certain other restrictive covenants, which the Company was in compliance with as at September 30, 2009. Note 7 - Financial Instruments and Risk Management a) Fair Values The Company's financial instruments recognized on the consolidated balance sheet consist of accounts receivable, accounts payable and accrued liabilities, bank operating loan, long term debt and obligations under capital leases. The fair values of these financial instruments, excluding the bank operating loan, long term debt and obligations under capital leases, approximate their carrying amounts due to their short- term maturity. At September 30, 2009, the fair value of the bank operating loan and obligations under capital leases approximated their carrying values due to their floating interest rate nature and short term maturity. b) Credit Risk A substantial portion of the Company's accounts receivable balance is with customers in the oil and gas industry and is subject to normal industry credit risks. The Company follows a program of credit evaluations of customers and limits the amount of credit extended when deemed necessary. The Company maintains provisions for possible credit losses that are charged to selling, general and administrative expenses by performing an analysis of specific accounts. Movement of the allowance for credit losses for the nine month period ended September 30, 2009 and twelve months ended December 31, 2008 and the allowance for credit losses for the same period deducted from accounts receivables as at September 30 was as follows: As at September 30 December 31 2009 2008 ------------------------------------------------------------------------- Opening balance 2,776 1,454 Increase during period 310 2,306 Write-offs (425) (984) ------------------------------------------------------------------------- Closing balance 2,661 2,776 ------------------------------------------------------------------------- Trade receivables outstanding greater than 90 days were 8% of total trade receivables as at September 30, 2009 (2008 - 9%). c) Market Risk The Company is exposed to market risk from changes in the Canadian prime interest rate which can impact its borrowing costs. The Company purchases certain products in US dollars and sells such products to its customers typically priced in Canadian dollars, thus leading to accounts receivable and accounts payable balances that are subject to foreign exchange gains and losses upon translation. As a result, fluctuations in the value of the Canadian dollar relative to the US dollar can result in foreign exchange gains and losses. d) Risk Management From time to time, the Company enters into foreign exchange forward contracts to manage its foreign exchange market risk by fixing the value of its liabilities and future purchase commitments. The Company's foreign exchange risk arises principally from the settlement of United States dollar denominated net working capital balances as a result of product purchases denominated in United States dollars. As at September 30, 2009, the Company had contracted to purchase US$4.9 million at a fixed exchange rate with terms not exceeding three months. The fair market value of the contract was nominal. Note 8 - Related Party Transactions Smith International Inc. ("Smith") owns approximately 55% of the Company's outstanding shares. The Company is the exclusive distributor in Canada of down hole pump production equipment manufactured by Wilson Supply, a division of Smith. Purchases of such equipment conducted in the normal course on commercial terms were as follows: September September 30, 2009 30, 2008 ------------------------------------------------------------------------- Cost of sales for the three months ended 1,491 2,570 Cost of sales for the nine months ended 4,773 7,938 Inventory 3,712 4,849 Accounts payable and accrued liabilities 538 535 The Company pays facility rental expense to an operations manager in the capacity of landlord, reflecting market based rates. For the three and nine month period ended September 30, 2009, these costs totaled $157,000 and $550,000 respectively (2008: $40,000 and $97,000). Note 9 - Segmented reporting The Company distributes oilfield products principally through its network of 50 branches located in western Canada to oil and gas industry customers. Accordingly, the Company has determined that it operated through a single operating segment and geographic jurisdiction.
CE Franklin Ltd.
CONTACT: Investor Relations, 1-800-345-2858, (403) 531-5604,
investor@cefranklin.com
